SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
STERNLICHT BARRY S

(Last) (First) (Middle)
C/O STARWOOD PROPERTY TRUST, INC.
591 WEST PUTNAM AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STARWOOD PROPERTY TRUST, INC. [ STWD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO, Chairman of Board
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/29/2023 M 275,000 A (1)(2) 1,964,060(6) I By controlled entities(3)
Common Stock 13,128,023(6) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 09/29/2023 M 275,000(1)(2) (1)(2) (1)(2) (1)(2) Common Stock 275,000 $0.00 1,000,000(5) I By controlled entities(3)
Explanation of Responses:
1. On September 29, 2023, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 275,000 shares of the issuer's common stock in connection with the vesting of (i) 150,000 of the restricted stock units originally granted to the Manager on November 9, 2020 as an award under the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the "2020 RSUs"), and (ii) 125,000 of the restricted stock units originally granted to the Manager on November 23, 2022 as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan (the "2022 RSUs").
2. The remaining 2022 RSUs will vest ratably in quarterly installments through September 30, 2025, subject to the Manager's continued service as the issuer's external manager. As such restricted stock units vest, the awards will be settled in shares of the issuer's common stock promptly, but in no event later than 30 days, following the applicable quarterly vesting dates. There are no remaining unvested 2020 RSUs.
3. Represents shares of the issuer's common stock held by entities directly or indirectly controlled by Mr. Sternlicht, including the Manager, SFIP, LLC and JAWS Capital, LP.
4. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
5. Represents the 1,800,000 2020 RSUs granted to the Manager and the 1,500,000 2022 RSUs granted to the Manager, less those restricted stock units that have already vested and been converted into shares of the issuer's common stock.
6. Reflects 306,501 shares of the issuer's common stock that were previously held by the Manager and reported as indirectly beneficially owned by Mr. Sternlicht, which were transferred to Mr. Sternlicht on September 12, 2023 such that they are now directly beneficially owned by Mr. Sternlicht.
/s/ Barry S. Sternlicht 10/02/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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